UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 8, 2009
MILLENNIUM
ENERGY CORP.
(Exact
name of registrant as specified in charter)
Commission
File Number 333-139765
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Nevada
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98-050298
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(State
or other jurisdiction
of
incorporation)
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(I.R.S.
Employer
Identification
No.)
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43
Pireos St., Ano Voula
Athens,
Greece
(Address
of principal executive offices, including Zip Code)
Registrant’s
telephone number, including area
code: 011-30-210-895-8786
N/A
(Former
name or former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
4.02. Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
On
December 8, 2009, the board of directors of Millennium Energy Corp. (the
“Company”) determined that disclosure is required to prevent future reliance on
the Company’s previously issued financial statements for the fiscal year ended
December 31, 2008, and the fiscal quarters ended March 31, and June 30, 2009,
respectively, due to the restatement of the value of the Company’s resource
property.
The
Company’s financial statements for the fiscal year ended December 31, 2008, were
issued by Moore and Associates Chartered Accountants and Advisors
(“Moore”). As disclosed on Form 8-K/A filed by the Company on
September 10, 2009, with the Securities and Exchange Commission, on August 27,
2009, the Public Company Accounting Oversight Board (the “PCAOB”) revoked the
registration of Moore because of violations of PCAOB rules and auditing
standards in auditing the financial statements, PCAOB rules and quality controls
standards, and Section 10(b) of the Securities Exchange Act of 1934 and Rule
10b-5 thereunder, and noncooperation with a PCAOB investigation. The
Company wishes to advise that it needs to restate its financial statements for
the fiscal year ended December 31, 2008 and as a result of such restatement, we
will also need to restate its financial statements for the quarterly periods
ended March 31, and June 30, 2009, respectively. The Company
determined that the appropriate course of action is for the Company to file, as
soon as practicable, amendments to its annual report on Form 10-K for the fiscal
year ended December 31, 2008, and quarterly reports on Form 10-Q for the fiscal
periods ended March 31, and June 30, 2009, respectively, containing restated
financial statements.
The
filing of any amendments to annual or quarterly reports shall not be deemed to
be an admission that the original filings, when made, included any untrue
statements of material fact or omitted to state a material fact necessary to
make a statement contained therein not misleading.
The board
of directors of the Company has discussed the matters disclosed in this filing
with the Company’s independent registered public accounting firm.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned thereunto duly
authorized.
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MILLENNIUM
ENERGY CORP.
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By:
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/s/
Jana Whitlock
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Name:
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Jana
Whitlock
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Title:
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President
and Director
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Date:
December 10, 2009
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